Novanta (NOVT) CAO converts RSUs to shares and withholds stock for taxes

Rhea-AI Filing Summary

Novanta Inc. chief accounting officer John Joseph Burke II reported routine equity award activity. He exercised 479 Restricted Stock Units, each converting into one common share, and received 479 common shares at a stated price of $0.0000 per share. Following this derivative exercise, his direct common stock holdings increased to 9,041 shares, before a separate tax-related transaction.

On the same date, Burke disposed of 141 common shares at $137.44 per share in a transaction coded "F," which represents shares withheld or delivered to cover tax liabilities associated with the award. After this tax-withholding disposition, his directly owned common shares totaled 8,900.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Burke John Joseph II

(Last) (First) (Middle)

C/O NOVANTA INC.

125 MIDDLESEX TURNPIKE

(Street)

BEDFORD MA 01730

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NOVANTA INC [ NOVT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/24/2026		M		479	A	(1)	9,041	D
Common Stock	02/24/2026		F		141	D	$137.44	8,900	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/24/2026		M			479	(2)	(2)	Common Stock	479	(1)	0	D

Explanation of Responses:

1. Each Restricted Stock Unit represents the right to receive one Novanta Inc. common share upon vesting of such Restricted Stock Unit.

2. On February 24, 2023, the reporting person was granted restricted stock units, vesting in three equal installments beginning on the first anniversary of the grant date.

Remarks:

Power of Attorney on file

	/s/ John Burke	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did NOVANTA INC (NOVT) report for John Joseph Burke II?

NOVANTA’s chief accounting officer exercised 479 Restricted Stock Units into common shares, then had 141 common shares disposed of in a tax-withholding transaction. After these actions, his direct common stock holdings stood at 8,900 shares, reflecting routine equity award activity.

How many Novanta (NOVT) shares did the executive acquire through RSU conversion?

John Joseph Burke II acquired 479 Novanta common shares through the exercise of Restricted Stock Units. Each RSU converted into one share at a stated price of $0.0000 per share, increasing his direct holdings before tax withholding reduced the final share count.

Why were 141 Novanta (NOVT) shares disposed of in this Form 4 filing?

The 141 Novanta common shares were disposed of in a transaction coded “F,” indicating shares delivered or withheld to pay tax liabilities. This tax-withholding disposition occurred at $137.44 per share and is tied to the vesting and settlement of earlier RSU grants.

What is John Joseph Burke II’s Novanta (NOVT) share ownership after these transactions?

After exercising Restricted Stock Units and a related tax-withholding share disposition, John Joseph Burke II directly owns 8,900 Novanta common shares. This reflects his position following the 479-share RSU conversion and the 141-share tax payment transaction on the reported date.

How do Novanta (NOVT) Restricted Stock Units work in this executive’s compensation?

Each Restricted Stock Unit represents the right to receive one Novanta common share upon vesting. Burke’s RSUs were granted February 24, 2023, vesting in three equal installments beginning on the first anniversary of grant, then converting into common shares when exercised or settled.